AGREEMENT OF LIMITED PARTNERSHIP OF ROME ACQUISITION LIMITED PARTNERSHIPAmerican Real Estate Partners L P • November 30th, 2006 • Operators of nonresidential buildings • Delaware
This Agreement of Limited Partnership of Rome Acquisition Limited Partnership (the or this “Agreement”), a Delaware limited partnership (the “Partnership”), is entered into effective as of November 15, 2006 (the “Effective Date”) among WH Rome Partners LLC, a Delaware limited liability company, as a General Partner (“Macklowe”, in its capacity as a General Partner) and as a Limited Partner (“Macklowe Company”, in its capacity as a Limited Partner), and Meadow Star LLC, a Delaware limited liability company, as a General Partner (“Icahn”, in its capacity as a General Partner) and as a Limited Partner (“Icahn Company”, in its capacity as a Limited Partner). In consideration of the premises and covenants contained herein, the parties agree as of the Effective Date as follows:
INTEREST TRANSFER AGREEMENTInterest Transfer Agreement • November 30th, 2006 • American Real Estate Partners L P • Operators of nonresidential buildings • New York
This INTEREST TRANSFER AGREEMENT (as amended, modified and supplemented from time to time, the “Agreement”) dated as of November 24, 2006 (the “Effective Time”), between Highcrest Investors Corp., a Delaware corporation (“Highcrest”), Meadow Star Partner LLC, a Delaware limited liability company (“MS Partner,” and together with Highcrest, the “Transferors”), AREP O&G Holdings LLC, a Delaware limited liability company (“O&G LLC”) and AREH Oil & Gas Corp., a Delaware corporation (“O&G Corp.”, and together with O&G LLC, the “Transferees”).
